Exhibit 10.29


 


THE AMENDED 2004 STOCK OPTION PLAN FOR


DIRECTORS OF AMPHENOL CORPORATION


 


I.  PURPOSE OF PLAN; DEFINITIONS.


 


1.1                                 Purpose.


 


The purpose of
the 2004 Stock Option Plan for Directors of Amphenol Corporation (the “Plan”)
is to strengthen Amphenol Corporation, a Delaware corporation (the “Company”),
by providing an additional means of attracting, retaining and compensating
highly qualified individuals for service as members of the Board of Directors
of the Company. The Plan enables non-employee directors to increase their
ownership of the Company’s common stock, allowing them to have a greater
personal financial stake in the Company and underscoring their common interest
with stockholders in increasing the value of the Company’s common stock in the long
term.


 


1.2                                 Definitions.


 


For purposes
of this Plan, the following terms shall be defined as indicated, unless
otherwise clearly required by the context in which the term appears:


 


“Board of Directors” shall mean the Board
of Directors of the Company.


 


“Code” shall mean the Internal Revenue Code
of 1986, as amended.


 


“Common Stock” shall mean the authorized
and issuable common stock of the Company ($.01 par value).


 


“Fair Market Value” shall mean (i) the
closing price for the Common Stock on the composite tape of the New York Stock
Exchange, (ii) if the stock is no longer listed or admitted to trade on
the New York Stock Exchange, the closing price for the Common Stock as
furnished by the National Association of Securities Dealers, Inc. through
NASDAQ or a similar organization if NASDAQ is no longer reporting such
information, or (iii) if the Common Stock is no longer listed or admitted
to trade on any national securities exchange and if sales prices for the Common
Stock are not so furnished through NASDAQ or a similar organization, the fair
market value of the Common Stock, as determined in good faith by the Board of
Directors or an authorized committee thereof in such manner as it deems
appropriate, taking into consideration, among other things, recent sales of the
Common Stock.


 


“Non-Employee Director” shall mean each
member of the Board of Directors who is not a current employee or a current
officer of the Company or any of its Subsidiaries.


 


“Nonstatutory Options” shall mean an option
granted pursuant to the Plan which does not qualify as an incentive stock
option under Section 422 of the Code.


 


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“Option(s)” shall mean option(s) to
purchase Common Stock under this Plan.


 


“Option Price” shall have the meaning set
forth in Section 3.2 hereof.


 


“Person” shall mean any individual,
partnership, joint venture, corporation, association, trust, or any other
entity or organization, including a government or political subdivision or any
agency or instrumentality thereof.


 


II.  ADMINISTRATION; PARTICIPATION.


 


2.1                                 Administration.


 


This Plan
shall be administered by the Board of Directors. Subject to the express
provisions of this Plan, the Board of Directors shall have the authority to
construe and interpret this Plan and any agreements defining the rights and
obligations of the Company and participants under this Plan, to further define
the terms used in this Plan, to prescribe, amend and rescind rules and
regulations relating to the administration of this Plan and to make all other
determinations necessary or advisable for the administration of this Plan. The
determinations of the Board of Directors on the foregoing matters shall be
conclusive.


 


2.2.                              Participation.


 


All
Non-Employee Directors shall be eligible to participate in this Plan.


 


2.3                                 Stock Subject to the Plan.


 


Subject to Section 4.1
hereof, the stock to be offered under this Plan shall be shares of authorized
but unissued Common Stock or Common Stock held in treasury. The aggregate
amount of Common Stock to be delivered upon exercise of Options granted under
the Plan shall not exceed the sum of 500,000 shares of Common Stock. Such
amount of Common Stock is hereby reserved for issuance under this Plan. If any
Option shall expire or terminate for any reason without having been fully
exercised, the unexercised shares subject thereto shall again be available for
the purposes of this Plan.


 


2.4                                 Stock Option Agreements.


 


Each Option
granted pursuant to this Plan shall be evidenced by a written stock option
agreement (any of which are at times herein referred to as an “Option Agreement”
or, collectively, as “Option Agreements”).


 


III.  OPTIONS.


 


3.1                                 Annual Grant of Nonstatutory Options.


 


Only
Nonstatutory Options may be granted under this Plan. On the first business day
following the day of each annual meeting of the stockholders of the Company
beginning in 2004, each person who is then a Non-Employee Director shall
automatically and without further action by the Board of Directors be granted a
Nonstatutory Option to purchase 10,000 shares of 


 


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Common Stock,
subject to adjustment and substitution as set forth in Article IV. If the
number of shares then remaining available for the grant of stock options under
the Plan is not sufficient for each Non-Employee Director to be granted an
Option for 10,000 shares (or the number of adjusted or substituted shares
pursuant to Article IV), then each Non-Employee Director shall be granted
an Option for a number of whole shares equal to the number of shares then
remaining available divided by the number of Non-Employee Directors,
disregarding any fractions of shares.


 


3.2                                 Option Price.


 


Except as
otherwise provided herein, the purchase price per share of the Common Stock
covered by each Option (the “Option Price”) shall be one hundred percent (100%)
of the Fair Market Value on the date of grant. The Option Price of any share
purchased shall be paid in full at the time of each purchase in cash, by check,
or, provided that all necessary regulatory approvals have been received, and
provided further that the Option Agreement provides for such exercise, the
person exercising the Option may deliver in payment of all or a portion of the
Option Price certificates for other shares of Common Stock that have been held
by such person for at least six (6) months (such other shares shall be
valued at the Fair Market Value of such Common Stock as of the date of exercise
of the Option).


 


3.3                                 Option Period.


 


Except as
otherwise provided herein or as otherwise determined by the Board of Directors,
each Option and all rights or obligations thereunder shall expire on such date
as shall be provided in the Option Agreement, but not later than the tenth
anniversary of the date on which the Option is granted and shall be subject to
earlier termination as hereinafter provided.


 


3.4                                 Exercise of Options.


 


Each Option
shall become vested and exercisable in accordance with the following schedule:


 


	
  1st anniversary of grant
  date

  	
   

  	
  331/3%

  
	
  2nd anniversary of grant
  date

  	
   

  	
  662/3%

  
	
  3rd anniversary of grant
  date

  	
   

  	
  100%

  



 


Notwithstanding
the foregoing, Options shall become fully vested and exercisable upon the
holder’s permanent disability (as defined in Section 3.7), death or
retirement from the Board of Directors. “Retirement” shall mean a Non-Employee
Director’s resignation or removal from the Board of Directors at any time after
he or she has completed five years of service as a Non-Employee Director
following the date of the initial Grant of an Option to such Non-Employee Director
under the Plan. If an Option holder ceases to be a Director of the Company for
any reason other than permanent disability, death or retirement, the Board of
Directors, in its discretion, may determine that any outstanding Option shall
become fully vested and exercisable.


 


If the holder
of an Option shall not purchase all of the shares which the holder is entitled
to purchase, the holder’s right to purchase any shares not so purchased shall
continue until the expiration or earlier termination of the holder’s Option. No
Option shall be exercisable except in 


 


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respect of
whole shares, and fractional share interests shall be disregarded except that
they may be accumulated in accordance with the previous sentence of this Section 3.4.
No fewer than 100 shares may be purchased at one time unless the number
purchased is the total number at the time available for purchase under the
Option. The Board of Directors may impose such conditions or limitations, as
shall be specified in the applicable Option Agreement, on the sale or transfer
of Common Stock acquired upon exercise of an Option as it may deem necessary or
desirable.


 


An Option
shall be deemed to be exercised when the Secretary of the Company receives written
notice of such exercise from the person entitled to exercise the Option,
together with payment in full of the Option Price made in accordance with Section 3.2
of this Plan and all applicable withholding taxes.


 


3.5                                 Nontransferability of Options.


 


An Option
granted under this Plan shall, by its terms, be nontransferable by the grantee
other than by will or the laws of descent and distribution, and shall be
exercised during the grantee’s lifetime only by the grantee or a duly appointed
guardian or personal representative.


 


3.6                                 Cessation of Service.


 


Except as
provided in Sections 3.7, 3.8 and 3.9 hereof, if an Option holder ceases
to be a Director of the Company, the Option holder shall have 180 days, or
such other period established by the Board of Directors from the date on which
such Option holder ceases to be a Director of the Company to exercise his or
her option, to the extent, and only to the extent, the Option had become
exercisable prior to the date of such cessation of service.


 


3.7                                 Permanent Disability of Non-Employee Director.


 


If an Option
holder is no longer a Non-Employee Director as a result of permanent disability
(as defined below), the holder shall have twelve (12) months, or such
shorter period as is provided in the Option Agreement, from the date of
cessation of service to exercise his or her Option. The Option shall expire at
the end of such 12-month period (or such shorter period as is provided in the
Option Agreement or as provided pursuant to Section 3.3 hereof) to the
extent not exercised within that period. As used herein, “permanent disability”
shall mean the inability of an Option holder by reason of illness or injury to
perform substantially all of his or her duties as a Non-Employee Director
during any continued period of one hundred eighty (180) days.


 


3.8                                 Death of Non-Employee Director.


 


If an Option
holder dies while a Non-Employee Director of the Company or during the periods
described in Section 3.6 or 3.7 hereof, the holder’s Option shall be
exercisable during the 12-month period, or such shorter period as is provided
in the Option Agreement, following the holder’s death, by the executor of the
holder’s will, the administrator of the holder’s estate, or as otherwise
provided in the Option Agreement, (and not otherwise, regardless of any
community property or other interest therein of the spouse of the holder or
such spouse’s successor in interest), provided that in no event shall the
Option be exercised after the period provided for in Section 3.3 hereof.
Unless sooner terminated pursuant to the Plan, the Option shall expire at the
end of such twelve-month period (or such shorter period as is provided in the
Option Agreement 


 


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or as is
provided pursuant to Section 3.3 hereof) to the extent not exercised
within that period. In the event that the holder’s spouse shall have acquired a
community property interest in the Option, the holder, the executor of the
holder’s will, the administrator of the holder’s estate, or such other Person
as is otherwise provided in the Option Agreement, may exercise the option on
behalf of the spouse of the holder or such spouse’s successor in interest.


 


3.9                                 Retirement of Non-Employee Director.


 


If an Option
holder is no longer a Non-Employee Director of the Company due to retirement,
the holder’s Option shall be exercisable during the 12-month period, or such
shorter period as is provided in the Option Agreement, following the holder’s
retirement, provided that in no event shall the Option be exercised after the
period provided in Section 3.3 hereof. The Option shall expire at the end
of such 12-month period (or such shorter period as is provided in the Option
Agreement or as provided pursuant to Section 3.3 hereof) to the extent not
exercised within that period.


 


IV.  OTHER PROVISIONS.


 


4.1                                 Adjustments Upon Changes in Capitalization and
Ownership.


 


Subject to Section 4.2
below, if the outstanding shares of Common Stock are increased, decreased or
changed into, or exchanged for, a different number or kind of shares or
securities of the Company through a reorganization or merger in which the
Company is the surviving entity, combination, recapitalization,
reclassification, stock split-up, reverse stock split, stock dividend, stock
consolidation or otherwise, an appropriate and proportionate adjustment shall
be made in the number and kind of shares for which Options may be granted as
set forth in Section 2.3 hereof. A corresponding adjustment changing the
number or kind of shares and the exercise price per share allocated to
unexercised Options or portions thereof, which shall have been granted prior to
any such change shall also be made.


 


Upon the
dissolution or liquidation of the Company, or, subject to Section 4.2
below, upon a reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not the surviving
corporation, in which such surviving corporation (or an affiliate), if
applicable, does not assume all obligations of the Company under this Plan and
substitute for the unexercised Options granted under the Plan options to
purchase securities of such surviving corporation having a value substantially
equivalent to or greater than the Common Stock issuable upon exercise of such
Options and on terms substantially the same as or better than those granted
under the Plan, such Options shall become immediately exercisable upon the
occurrence of such an event, but in no event may such Options be exercised
after the exercise period specified in each individual Option Agreement.


 


Adjustments
under this Section 4.1 shall be made by the Board of Directors or an
authorized committee thereof, whose determination as to what adjustments shall
be made, and the extent thereof, shall be final, binding and conclusive. No
fractional shares of Common Stock shall be issued under this Plan on account of
any such adjustment. If for any reason any person becomes entitled to any
interest in a fractional share, a cash payment shall be made of an equivalent
value of such interest.


 


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4.2                                 Change of Control.


 


(a)                                  The
Board of Directors, in its sole discretion, may determine at the time of (or at
any time after) the grant of an Option, that upon a Change of Control of the
Company, that any outstanding Option shall become vested and exercisable by the
holder thereof upon the terms and conditions of the Plan and the Option
Agreement, provided, however, the
Board of Directors or an authorized committee thereof may, in its discretion,
take one or more of the actions described in Section 4.2(b) in
connection with a Change of Control. A “Change
of Control” shall mean the occurrence of any of the following
events:


 


(i)                                     Upon
consummation of a reorganization, merger or consolidation (a “Business Combination”), in each case,
unless, following such Business Combination:


 


(A)                              the
individuals and entities who were the beneficial owners, respectively, of the
then outstanding shares of Common Stock of the Company (the “Outstanding Common Stock”) and the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding
Voting Securities”) immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election
of directors, as the case may be, of the corporation resulting from such
Business Combination (including, without limitation, a corporation which as a
result of such transaction owns the Company either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Common Stock
and Outstanding Voting Securities, as the case may be; and


 


(B)                                no
Person (as defined in subparagraph (iii) below) (excluding any
corporation resulting from such Business Combination or any employee benefit
plan (or related trust) sponsored or maintained by the Company or such other
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 50% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation, except to the extent that such ownership of
Outstanding Common Stock or Outstanding Voting Securities existed prior to the
Business Combination; and


 


(C)                                at
least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Board of Directors
at the time of the execution of the initial agreement, or of the action of the
Board of Directors, providing for such Business Combination; or


 


(ii)                                  If
individuals who, as of the Effective Date, constitute the Board of Directors
(the “Incumbent Board”) cease for
any reason to constitute at least a majority of the Board of Directors;
provided, however, that any individual becoming a director 


 


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subsequent to the date hereof whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of (A) an actual or threatened election contest
with respect to the election or removal of directors; (B) an actual or
threatened solicitation of proxies or consents; or (C) any other actual or
threatened action by, or on behalf of, any Person other than the Board of
Directors; or


 


(iii)                               Upon
the acquisition after the Effective Date by any individual, entity or group
(within the meaning of section 13(d)(3) or 14(d)(2) of the
Exchange Act (a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 50% or more of either (A) the then Outstanding Common
Stock or (B) the combined voting power of the Outstanding Voting
Securities; provided, however, that the following acquisitions shall not be
deemed to be covered by this subparagraph (iii): (x) any acquisition
of Outstanding Common Stock or Outstanding Voting Securities by the Company, (y) any
acquisition of Outstanding Common Stock or Outstanding Voting Securities by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or (z) any acquisition of Outstanding Common Stock or Outstanding Voting
Securities by any corporation pursuant to a transaction which complies with
clauses (A), (B) and (C) of subparagraph (i) above; or


 


(iv)                              The
consummation of the sale of all or substantially all of the assets of the
Company or approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.


 


(b)                                 In
the event of a Change of Control, the Board of Directors or an authorized
committee thereof may, in its discretion, take one or more of the following
actions in connection with a Change of Control.


 


(i)                                     The
Board of Directors or an authorized committee thereof may declare that any or
all Options shall terminate as of a date to be fixed by the Board of Directors
or such committee and may require that the respective holders thereof surrender
all or a portion of their unexercised Options for cancellation by the Company
prior to such date and, upon such surrender, such holders shall receive (i) the
cash, securities or other consideration they would have received had they
exercised such Options immediately prior to such Change of Control and had they
disposed of their shares of Common Stock issuable upon such exercise in
connection with such Change of Control (subject to required deductions and
withholdings), minus (ii) an amount of cash or fair market value of
securities or other such consideration equal to the Option Price for such
Options surrendered; or


 


(ii)                                  The
Board of Directors or an authorized committee thereof may declare that, upon
the exercise by a holder of any or all Options after a Change of Control in
accordance with the provisions of the Plan, such holder shall be entitled to
receive only the cash, securities or other consideration he would have been
entitled to receive had he exercised such Options immediately prior to such
Change of Control and had he disposed 


 


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of the Common Stock issuable upon such exercise in connection with such
Change of Control; or


 


(iii)                               The
Board of Directors or an authorized committee thereof may declare that any or
all Options shall terminate as of a date to be fixed by the Board of Directors
or such committee and give the holders thereof the right to exercise their
Options prior to such date as to all or any part thereof; or


 


(iv)                              The
Board of Directors or an authorized committee thereof may permit the successor
corporation to assume the obligations of the Company under the Plan and to
substitute for the unexercised Options granted under the Plan options to
purchase securities of such successor corporation having a value substantially
equivalent to or greater than the Common Stock issuable upon exercise of such
Options and on terms substantially the same as or better than those granted
under the Plan, all as determined by the Board of Directors or such committee,
whereupon all outstanding Options and all future Options granted under the Plan
shall thenceforth become options to purchase such securities of such successor
corporation on such terms.


 


4.3                                 Government Regulations.


 


This Plan and
the grant and exercise of Options shall be subject to all applicable rules and
regulations of governmental authorities.


 


4.4                                 Withholding.


 


The Company
may require, as a condition to (1) issuing or delivering to the holder of
an Option shares or certificates evidencing the shares upon exercise of the
Option or (2) allowing the transfer of shares subsequent to their issuance
to the holder of an Option, that the holder of an Option or other person
exercising the Option pay any sums that federal, state, or local tax law
requires to be withheld with respect to such exercise or transfer. The Company
shall not be obligated to advise any holder of an Option of the existence of
the tax or the amount which the Company will be so required to withhold.


 


4.5                                 Amendment, Termination, and Reissuance.


 


(a)                                  The
Board of Directors may at any time suspend, amend or terminate this Plan (or
any part thereof) and, with the consent of the holder of an Option, may make
such modifications of the terms and conditions of such holder’s Option as it
shall deem advisable. No Option may be granted during any suspension of this
Plan or after such termination. The amendment, suspension or termination of
this Plan shall not, without the consent of the holder of an Option, adversely
alter or impair any rights or obligations under any Option theretofore granted
under this Plan.


 


(b)                                 In
addition to the Board of Directors’ approval of any amendment, if the amendment
would (i) increase the benefits accruing to participants in this Plan, (ii) increase
the aggregate number of shares which may be issued under this Plan, or (iii) modify
the requirements of eligibility for participation in this Plan, then such
amendment must be approved by the holders of a majority of the Company’s
outstanding capital stock present, or represented, and entitled to vote at a
meeting duly held for the purpose of approving such amendment.


 


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4.6                                 Privileges of Stock Ownership; Nondistributive
Intent.


 


The holder of
an Option shall not be entitled to the privilege of stock ownership as to any
shares of Common Stock not actually issued and delivered to him or her. Upon exercise
of an Option, unless a registration statement is in effect under the Securities
Act of 1933, as amended, relating to the Common Stock issuable upon exercise
and there is available for delivery a prospectus meeting the requirements of Section 10(a)(3) of
said Act, the Common Stock may be issued to the option holder only if he or she
represents and warrants in writing to the Company and its counsel that the
shares purchased are being acquired for investment and not with a view to the
resale or distribution thereof. No shares shall be issued upon the exercise of
any Option unless and until there shall have been full compliance with any then
applicable requirements of the Securities and Exchange Commission, or any other
regulatory agencies having jurisdiction over this Plan (and of any exchanges
upon which stock of the Company may be listed).


 


4.7                                 Issuance of Stock Certificates.


 


Upon exercise
of an Option, the person receiving Common Stock shall be entitled to one stock
certificate evidencing the shares acquired upon such exercise; provided,
however, that any person who tenders Common Stock to the Company in payment of
a portion or all of the purchase price of stock purchased upon exercise of an
Option, shall be entitled to receive two certificates, one representing a
number of shares equal to the number of shares exchanged for the stock acquired
upon exercise, and another representing the additional shares acquired upon
exercise of the Option.


 


4.8                                 Effective Date of this Plan.


 


This Plan
shall, subject to its adoption by the Board of Directors and the approval by
the Company’s stockholders in accordance with applicable law and the Company’s
Certificate of Incorporation, be effective as of May 27, 2004, and amended
as of May 21, 2008.


 


4.9                                 Expiration.


 


Unless
previously terminated by the Board of Directors, this Plan shall expire at the
close of business on the date that is ten (10) years from the date
specified in Section 4.8, and no Option shall be granted under it
thereafter, but such expiration shall not affect any Option theretofore
granted.


 


4.10                           Governing Law.


 


This Plan and the Options issued hereunder shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts made and performed within such State, except as such laws may be
supplanted by the laws of the United States of America, which laws shall then
govern its effect and its construction to the extent they supplant Delaware
law.


 


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